As filed with the Securities and Exchange
Commission on July 24, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LAKELAND INDUSTRIES, INC.
(Exact name of registrant as specified in
its charter)
Delaware |
13-3115216 |
(State or other jurisdiction of |
(I.R.S. Employer Identification No.) |
incorporation or organization) |
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3555 Veterans Memorial Highway, Ronkonkoma, New York |
11779 |
(Address of Principal Executive Offices) |
(Zip Code) |
Lakeland Industries, Inc. 2015 STOCK
PLAN
(Full title of the plan)
Christopher J. Ryan
President, CEO and Secretary
Lakeland Industries, Inc.
3555 Veterans Memorial Highway
Suite C
Ronkonkoma, New York 11779
(Name and address of agent for service)
(631) 981-9700
(Telephone number, including area code,
of agent for service)
copy to:
Gary T. Moomjian, Esq.
Moomjian, Waite & Coleman, LLP
100 Jericho Quadrangle
Suite 208
Jericho, New York 11753
(516) 937-5900
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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Accelerated filer |
¨ |
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Non-accelerated filer |
¨ |
Smaller reporting company |
x |
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(Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
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Proposed maximum |
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Proposed maximum |
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Title of securities |
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Amount to be |
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offering price |
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aggregate offering |
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Amount of |
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to be registered |
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registered(1) |
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per share(2) |
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price(2) |
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registration fee |
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Common Stock, par value $0.01 per share |
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100,000 |
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$10.67 |
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$ 1,067,000 |
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$123.99 |
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(1) This Registration Statement covers
100,000 shares of common stock, par value $.01 per share (“Common Stock”), of Lakeland Industries, Inc. (the “Registrant”)
available for issuance pursuant to awards under the Registrant’s 2015 Stock Plan (the “Plan”). Pursuant to Rule
416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers
an indeterminable number of additional shares of Common Stock that may become issuable pursuant to anti-dilution provisions contained
in the Plan.
(2) Pursuant to Rule 457(c) and Rule
457(h)(1) under the Securities Act, the offering price is estimated solely for the purpose of calculating the registration fee.
The proposed maximum offering price per share is based upon the average of the high and low sales prices for the Common Stock as
reported on the National Association of Securities Dealers Automated Quotation System National Market System on July 23, 2015.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The document(s) containing
the information specified in Part I of Form S-8 will be sent or given to participants in the Plan to which this Registration Statement
relates, as specified by Rule 428(b)(1) under the Securities Act. In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either
as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The Registrant shall
maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant shall furnish to
the Commission or its staff a copy or copies of any or all of the documents included in such file. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Explanatory Note
This Registration Statement
relates to the registration of 100,000 shares of Common Stock, par value $.01 per share, of Lakeland Industries, Inc. (the “Registrant”)
reserved for issuance under the Registrant’s 2015 Stock Plan (the “Plan”).
| Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby
incorporates by reference the documents listed in (a) through (d) below. In addition, all documents subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold
or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed to constitute a part of this Registration Statement, except as modified or superseded.
| (a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015, filed
with the Commission on May 18, 2015, which contains audited consolidated financial statements for the most recent fiscal year for
which such statements have been filed; |
| (b) | The Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2015, filed
with the Commission on June 15, 2015; |
| (c) | The Registrant’s Current Reports on Form 8-K, filed with the Commission on each of February
5, 2015, March 26, 2015, March 30, 2015, April 2, 2015, April 30, 2015, May 18, 2015, June 8, 2015, June 15, 2015, June 22, 2015,
June 23, 2015, June 25, 2015,l July 8, 2015 and July 23, 2015; |
| (d) | The description of the Registrant’s Common Stock contained in the Registrant’s Registration
Statement on Form 8-A, dated March 30, 1987, including any amendment(s) or report(s) filed for the purpose of updating such description. |
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Article TEN of the
Registrant’s Restated Certificate of Incorporation, as filed in the State of Delaware on August 20, 2009, provides that no
director shall be personally liable to the Registrant or its stockholders for monetary damages for any breach of fiduciary duty
as director, occurring on or after the effective date of such provision, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section
174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal
benefit.
The above indemnification
is in compliance with §145 (a) through (g) of the General Corporation Law of the State of Delaware.
The Registrant also
maintains a directors’ and officers’ insurance policy that insures the officers and directors of the Registrant from
claims arising out of an alleged wrongful act by such person in their respective capacities as officers and directors of the Registrant.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
4.1 |
Lakeland Industries, Inc. 2015 Stock Plan (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on July 8, 2015). |
5.1 |
Opinion of Moomjian, Waite & Coleman, LLP. |
23.1 |
Consent of Moomjian, Waite & Coleman, LLP (included in their opinion filed as Exhibit 5.1 hereto). |
23.2 |
Consent of WeiserMazars LLP, Independent Registered Public Accounting Firm. |
23.3 |
Consent of Warren Averett, LLC, Independent Registered Public Accounting Firm. |
23.4 |
Consent of Mazars Auditores Independentes, Independent Registered Public Accounting Firm. |
23.5 |
Consent of ACAL Consultoria E Auditoria S/S, Independent Registered Public Accounting Firm. |
23.6 |
Consent of Shanghai Mazars Certified Public Accountants, Independent Registered Public Accounting Firm. |
23.7 |
Consent of Shanghai Mazars Certified Public Accountants, Independent Registered Public Accounting Firm. |
23.8 |
Consent of Ruihua Certified Public Accountants, LLP, Independent Registered Public Accounting Firm. |
24.1 |
Power of Attorney (included on the signature page hereto). |
| (a) | The undersigned Registrant hereby undertakes: |
(1) To file, during any period in
which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that:
(A) Paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against policy as expressed in the Act and will be governed by final adjudication
of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Ronkonkoma, State of New York, on July 24, 2015.
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LAKELAND INDUSTRIES, INC. |
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By: |
/s/ Christopher J. Ryan |
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Christopher J. Ryan |
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President and Chief Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities indicated on July 24, 2015.
Each person
whose signature appears below constitutes and appoints Christopher J. Ryan or Gary Pokrassa, and each of them, with full power
of substitution, his true and lawful attorney-in-fact and agent to do any and all acts and things in his name and on his behalf
in his capacity indicated below which they or either of them may deem necessary or advisable to enable Lakeland Industries, Inc.
to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement including specifically, but not limited to, power and authority to sign
for him in his name in the capacities stated below, any and all amendments (including post-effective amendments) thereto, granting
unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary
to be done in such connection, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Signatures |
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Title |
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/s/ Christopher J. Ryan |
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President, Chief Executive Officer |
Christopher J. Ryan |
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and Director (principal executive officer) |
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/s/ Teri W. Hunt |
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Teri W. Hunt |
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Acting Chief Financial Officer and VP Finance |
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/s/ Stephen M. Bachelder |
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Stephen M. Bachelder |
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Director and Chief Operating Officer |
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/s/ Alfred John Kreft |
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Alfred John Kreft |
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Director |
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/s/ Duane W. Albro |
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Duane W. Albro |
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Director |
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/s/ Thomas J. McAteer |
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Thomas J. McAteer |
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Director |
EXHIBIT INDEX
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Exhibit Number |
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Description of Exhibit |
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4.1 |
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Lakeland Industries, Inc. 2015 Stock Plan (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on July 8, 2015). |
5.1 |
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Opinion of Moomjian, Waite & Coleman, LLP. |
23.1 |
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Consent of Moomjian, Waite & Coleman, LLP (included in their opinion filed as Exhibit 5.1 hereto). |
23.2 |
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Consent of WeiserMazars LLP, Independent Registered Public Accounting Firm. |
23.3 |
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Consent of Warren Averett, LLC, Independent Registered Public Accounting Firm. |
23.4 |
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Consent of Mazars Auditores Independentes, Independent Registered Public Accounting Firm. |
23.5 |
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Consent of ACAL Consultoria E Auditoria S/S, Independent Registered Public Accounting Firm. |
23.6 |
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Consent of Shanghai Mazars Certified Public Accountants, Independent Registered Public Accounting Firm. |
23.7 |
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Consent of Shanghai Mazars Certified Public Accountants, Independent Registered Public Accounting Firm. |
23.8 |
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Consent of Ruihua Certified Public Accountants, LLP, Independent Registered Public Accounting Firm. |
24.1 |
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Power of Attorney (included on the signature page hereto). |
Exhibit 5.1
MOOMJIAN, WAITE &
COLEMAN, LLP
100 Jericho Quadrangle
Suite 208
Jericho, New York 11753
(516) 937-5900
July 24, 2015
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Lakeland Industries, Inc. - Registration
Statement on Form S-8
Ladies and Gentlemen:
Reference is made to the filing by Lakeland
Industries, Inc. (the “Registrant”) of a Registration Statement on Form S-8 (the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”) pursuant to the provisions of the Securities Act of
1933, as amended (the “Act”), covering the registration of 100,000 shares (the “Shares”) of common stock,
par value $.01 per share, of the Registrant to be issued in connection with the Registrant’s 2015 Stock Plan (the “2015
Plan”).
As counsel for the Registrant, we have examined
and are familiar with its corporate records, including (i) the Registrant’s Restated Certificate of Incorporation as presently
in effect, (ii) the Registrant’s Amended and Restated By-Laws as presently in effect, (iii) corporate minutes and other instruments
evidencing actions taken by the Registrant’s directors and stockholders pertaining to the 2015 Plan, and (iv) the 2015 Plan.
In our examination of all such agreements, documents, certificates and instruments, we have assumed the genuineness of all signatures,
and the authenticity of all agreements, documents, certificates and instruments submitted to us as certified, conformed or photostatic
copies. Insofar as this opinion relates to securities to be issued in the future, we have assumed that all applicable laws, rules
and regulations in effect at the time of such issuance will be the same as such laws, rules and regulations in effect as of the
date hereof.
Our opinion herein is based solely upon
the Delaware General Corporation Law, and we express no opinion with respect to any other laws (including, without limitation,
the application of the securities or “blue sky” laws of any state to the offer and/or sale of the Shares).
Based on the foregoing, and subject to and
in reliance upon the accuracy and completeness of the information relevant thereto provided to us, it is our opinion that the Shares
have been duly authorized and, subject to the effectiveness of the Registration Statement and compliance with applicable state
laws (including securities laws) of the states in which the Shares may be offered and sold, when issued in accordance with the
terms of the 2015 Plan, will be validly authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this
opinion as Exhibit 5.1 to the Registration Statement and as an exhibit to any filing made by the Registrant under the securities
or other laws of any state of the United States in which the Shares may be offered and sold. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations
of the Commission thereunder.
This opinion is furnished to you in connection
with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other
purpose, except as expressly provided in the preceding paragraph, without our express written consent. This opinion is rendered
to you as of the date hereof, and we undertake no obligation to advise you of any change in any applicable law or in facts or circumstances
which might affect any matters or opinions set forth herein.
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Very truly yours, |
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/s/ Moomjian, Waite & Coleman, LLP |
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Moomjian, Waite & Coleman, LLP |
Exhibit 23.2
Consent of Independent Registered
Public Accounting Firm
We hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 pertaining to the Lakeland Industries, Inc. 2015 Stock Plan
of our report dated May 18, 2015 with respect to the consolidated financial statements of Lakeland Industries, Inc. and Subsidiaries
included in the Annual Report on Form 10-K of Lakeland Industries, Inc. for the fiscal year ended January 31, 2015.
/s/ WeiserMazars LLP
New York, New York
Date: July 24, 2015
Exhibit 23.3
Consent of Independent Registered
Public Accounting Firm
We hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 pertaining to the Lakeland Industries, Inc. 2015 Stock Plan
of our report dated April 28, 2014 with respect to the consolidated financial statements of Lakeland Industries, Inc. included
in the Annual Report on Form 10-K of Lakeland Industries, Inc. for the fiscal year ended January 31, 2015.
/s/ Warren Averett, LLC
Birmingham, AL
July 24, 2015
Exhibit 23.4
Consent of Independent Registered
Public Accounting Firm
We hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 pertaining to the Lakeland Industries, Inc. 2015 Stock Plan
of our report dated May 15, 2015 with respect to the consolidated financial statements of Lakeland Brasil, S.A. included in the
Annual Report on Form 10-K of Lakeland Industries, Inc. for the fiscal year ended January 31, 2015.
/s/ Mazars Auditores Independentes
S/S
Sao Paulo, Brazil
Date: July 22, 2015
Exhibit 23.5
Consent of Independent Registered
Public Accounting Firm
We hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 pertaining to the Lakeland Industries, Inc. 2015 Stock Plan
of our report dated April 22, 2014 relating to our audit of the financial statements of Lakeland Brasil S.A. as of January 31,
2014 which appears in the Annual Report on Form 10-K of Lakeland Industries, Inc. for the fiscal year ended January 31, 2015.
/s/ ACAL Consultoria E Auditoria S/S
Rio de Janeiro, RJ, Brazil
Date: July 22, 2015
Exhibit 23.6
Consent of Independent Registered
Public Accounting Firm
We hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 pertaining to the Lakeland Industries, Inc. 2015 Stock Plan
of our report dated May 15, 2015 relating to our audit of the financial statements of Weifang Lakeland Safety Products Co., Ltd.
as of January 31, 2015 which appears in the Annual Report on Form 10-K of Lakeland Industries, Inc. for the fiscal year ended January
31, 2015.
/s/ Shanghai Mazars Certified Public
Accountants
Shanghai Mazars Certified Public Accountants
Date: July 22, 2015
Exhibit 23.7
Consent of Independent Registered
Public Accounting Firm
We hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 pertaining to the Lakeland Industries, Inc. 2015 Stock Plan
of our report dated May 15, 2015 relating to our audit of the financial statements of Lakeland (Beijing) Safety Products Co., Ltd
as of January 31, 2015 which appears in the Annual Report on Form 10-K of Lakeland Industries, Inc. for the fiscal year ended January
31, 2015.
/s/ Shanghai Mazars Certified Public
Accountants
Shanghai Mazars Certified Public Accountants
Date: July 22, 2015
Exhibit 23.8
Consent of Independent Registered Public Accounting
Firm
We hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 pertaining to the Lakeland Industries, Inc. 2015 Stock Plan
of our report dated March 31, 2014 relating to our audit of the financial statement of Weifang Lakeland Safety Products Co., Ltd
as of January 31, 2014 which appears in the Annual Report on Form 10-K of Lakeland Industries, Inc. for the fiscal year ended January
31, 2015.
/s/ Ruihua CPA Firm
Ruihua CPA Firm (successor firm to RSM China)
Date: July 22, 2015
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